UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 11, 2014
 
THE LGL GROUP, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
1-106
38-1799862
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
2525 Shader Road, Orlando, FL
32804
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (407) 298-2000
 
 
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 1.01.
Entry into a Material Definitive Agreement.
 
The information set forth in Item 5.02 regarding the change to Mr. Ferrantino’s compensation arrangements is incorporated into this Item 1.01 by reference.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On June 11, 2014, Michael J. Ferrantino, Sr., was appointed Executive Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of The LGL Group, Inc. (the “Company”).
 
Mr. Ferrantino, age 71, has served as Executive Vice Chairman of the Board of Directors of the Company and Executive Chairman of the Board of Directors of M-tron Industries, Inc. since October 2013, and the Company’s Interim Chief Executive Officer since May 2014.  Previously, Mr. Ferrantino was President and Chief Executive Officer of Valpey-Fisher Corporation, a provider of electronic components used in communications, medical, defense and aerospace, industrial and computer applications for OEMs and contract manufacturers worldwide, from September 2002 to November 2009, and President – Micro Networks Division of Integrated Circuit Systems, Inc., a supplier of precision timing devices for optical networking, wireless infrastructure and high end network servers using surface acoustic wave and RF technology, from January 2002 to September 2002.  Currently, Mr. Ferrantino serves as the Chairman of the Board of Directors for Spectra Analysis Instruments, Inc., a developer and manufacturer of next-generation molecular analysis instrumentation.
 
On June 11, 2014, in connection with his appointment as Executive Chairman of the Board of Directors and Chief Executive Officer of the Company, the Company replaced Mr. Ferrantino’s annual draw of $144,000, provided for in his Offer of Employment Letter with the Company dated September 25, 2013, with an annual base salary of $144,000, effective as of the date of Mr. Ferrantino’s appointment as the Company’s Interim Chief Executive Officer on May 21, 2014.  The Board also granted Mr. Ferrantino options to purchase 75,000 shares of the Company’s common stock at an exercise price of $4.90 per share (above the grant date closing price), which options expire on the fifth anniversary of the grant date and vest as follows: (i) 45,000 on the grant date; (ii) 15,000 on the second anniversary of the grant date; and (iii) 15,000 on the third anniversary of the grant date.
 
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On June 11, 2014, the Board approved and adopted Amendment No. 1 to the Company’s By-laws (the “Bylaw Amendment”), which Bylaw Amendment became effective immediately upon its adoption by the Board.  The Bylaw Amendment provides, to the fullest extent permitted by law, (i) for the shifting of litigation expenses to an unsuccessful plaintiff in intra-corporate litigation who does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought and (ii) that a plaintiff in intra-corporate litigation is required to pay all of its own litigation expenses, and will not be entitled to recover such litigation expenses from the Company, regardless of whether the plaintiff is successful.
 
 
 
 
 
The foregoing description of the Bylaw Amendment is not complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
 
Item 8.01.
Other Events.
 
On June 17, 2014, the Company issued a press release announcing the appointment of Mr. Ferrantino as the Company’s Executive Chairman of the Board of Directors and Chief Executive Officer.  A copy of the press release is attached as Exhibit 99.1 hereto.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)            Exhibits
 
Exhibit No.
Description
   
3.1
Amendment No. 1 to By-laws.
   
99.1
Press Release dated June 17, 2014.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
June 17, 2014
THE LGL GROUP, INC.
   
   
 
By:
/s/ R. LaDuane Clifton
   
Name:
R. LaDuane Clifton
   
Title:
Chief Financial Officer
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
Description
   
3.1
Amendment No. 1 to By-laws.
   
99.1
Press Release dated June 17, 2014.
 
Exhibit 3.1
 
AMENDMENT NO. 1

TO

THE BY-LAWS

OF

THE LGL GROUP, INC.
 
The By-laws of The LGL Group, Inc. (the “Company”) are hereby amended by adding to Article V thereof new Sections 5.2(k) and (l) reading as follows:

(k)           To the fullest extent permitted by law, in the event that (i) any current or prior stockholder or anyone on their behalf (“Claiming Party”) initiates or asserts any claim or counterclaim (“Claim”) or joins, offers substantial assistance to, or has a direct financial interest in any Claim against the Company and/or any Director, Officer, Employee or Affiliate (together, the “Company Parties”), and (ii) the Claiming Party (or the third party that received substantial assistance from the Claiming Party or in whose Claim the Claiming Party had a direct financial interest) does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, then each Claiming Party shall be obligated jointly and severally to reimburse the Company Parties the greatest amount permitted by law of all fees, costs and expenses of every kind and description (including but not limited to, all reasonable attorney’s fees and other litigation expenses) (collectively, “Litigation Costs”) that the Company Parties may incur in connection with such Claim.

(l)           To the fullest extent permitted by law, in the event that any Claiming Party initiates or asserts any Claim or joins, offers substantial assistance to, or has a direct financial interest in any Claim against any Company Parties, then, regardless whether the Claiming Party is successful on its Claim in whole or in part, (i) the Claiming Party shall bear its own Litigation Costs, and (ii) the Claiming Party and the Claiming Party’s attorneys shall not be entitled to recover any Litigation Costs or, in a derivative or class action, to receive any fees or expenses as the result of the creation of any common fund, or from a corporate benefit purportedly conferred upon the Corporation.

The By-Laws of the Company are hereby amended by adding to Article V thereof a new Section 5.5 reading as follows:

Section 5.5.  Severability.  If any provision (or any part thereof) of these By-laws shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of these By-laws (including, without limitation, each portion of any section of these By-laws containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of these By-laws (including, without limitation, each such portion containing any such provision held to be invalid, illegal or unenforceable) shall be construed for the benefit of the Corporation to the fullest extent permitted by law so as to (a) give effect to the intent manifested by the provision held invalid, illegal or unenforceable, and (b) permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service.  Reference herein to laws, regulations or agencies shall be deemed to include all amendments thereof, substitutions therefor and successors thereto, as the case may be.
Exhibit 99.1
 
 

Michael Ferrantino, Sr. Appointed as Executive Chairman and CEO of LGL

Brings Over 30 Years of Strategic Leadership Experience to MtronPTI

ORLANDO, FL, June 17, 2014 – The LGL Group, Inc. (NYSE MKT: LGL) (the “Company”) today announced that Michael Ferrantino, Sr., has been appointed as Executive Chairman and Chief Executive Officer of The LGL Group, Inc.

Following the Company’s announcement on May 21, 2014, of Mr. Ferrantino’s appointment as Interim Chief Executive Officer of the Company and its subsidiary, MtronPTI, the Company’s Board of Directors has appointed Mr. Ferrantino to serve as Executive Chairman and Chief Executive Officer of the Company, further solidifying his role in managing the businesses towards profitable growth.  LaDuane Clifton, the Company’s Chief Financial Officer, said “Michael’s industry knowledge and experience has immediately benefited LGL, both as a driving force behind acquisitions, such as the recent Trilithic filter asset purchase, as well as through our efforts to rationalize operations.  Our team is pleased to have the opportunity to work with him as he reorients the business on a path of profitable growth coupled with manufacturing excellence.”

Marc Gabelli, the Company’s Non-Executive Chairman of the Board, said “The Board of Directors is pleased that Michael has accepted this additional responsibility as Executive Chairman and Chief Executive Officer of LGL, bringing his experience in frequency control, RF/microwave and integrated assemblies to the Company at this transitional moment.  I have every confidence in his operational leadership as MtronPTI seeks to reinvigorate its technology position and create long-term growth in shareholder value.”

About The LGL Group, Inc.

The LGL Group, Inc., through its wholly-owned subsidiary MtronPTI, manufactures and markets highly-engineered electronic components used to control the frequency or timing of signals in electronic circuits.  These components provide low noise and base accuracy for lab instruments, ensure reliability and security in aerospace and defense communications, and synchronize data transfers throughout the wireless and Internet infrastructure.

Headquartered in Orlando, Florida, the Company has additional design and manufacturing facilities in Yankton, South Dakota and Noida, India, with local sales offices in Sacramento, California, Eindhoven, The Netherlands, Hong Kong and Shanghai, China.
 
For more information on the Company and its products and services, contact LaDuane Clifton at The LGL Group, Inc., 2525 Shader Rd., Orlando, Florida 32804, (407) 298-2000, or visit www.lglgroup.com and www.mtronpti.com .
 
 
 
 
 
Caution Concerning Forward Looking Statements
 
This press release may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. These forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to us and our current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and our future financial condition and results. Certain of these risks and uncertainties are described in greater detail in our filings with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
 
###

Contact

R. LaDuane Clifton
The LGL Group, Inc.
lclifton@lglgroup.com
(407) 298-2000